Turnium Technology closes acquisition of Insentra

Executive Summary

• Turnium Technology Group Inc. has completed the acquisition of substantially all assets of Insentra Management Services Pty. Ltd. and its subsidiaries, marking a key step in its transformation to a channel-first model.
• The transaction involves a total consideration of approximately $5.73 million, paid via cash, common shares, and vendor takeback loans, plus warrants, with potential earn-out payments of up to $9.25 million based on performance targets.
• Management projects combined revenue of $28–$32 million for the 12 months commencing March 1, 2026, with adjusted EBITDA of $2.1–$4.1 million, leveraging Insentra’s 200+ indirect channel partners and global reach.

Key Details

• Transaction Status: Closing of the acquisition of substantially all assets of Insentra Management Services Pty. Ltd. and certain subsidiaries.
• Target Profile: Insentra is a private Australian company specializing in advisory, professional, AI, and managed IT services, operating exclusively through a channel-only model with over 200 indirect partners and global clients.
• Total Consideration: Approximately $5,728,344, structured as follows:
  • Cash: $1,000,000 paid at closing.
  • Vendor Takeback Loan: $2,584,000 (unsecured, non-transferable), payable as:
    • $500,000 within 30 days of closing.
    • $500,000 within 60 days of closing.
    • $1,584,000 in 20 monthly installments starting April 4, 2026.
    • Interest rate: 2% above RBC prime lending rate; default interest of 1.25% per month on overdue amounts.
  • Equity: 10,721,720 common shares issued at a deemed price of $0.20 per share (valued at $2,144,344).
  • Warrants: 1,188,000 common share purchase warrants exercisable at $0.20 per share for three years, vesting in 1/12th increments over one year.
• Performance Earn-Outs:
  • Revenue/EBITDA Earn-Out: Up to $7.25 million payable over two fiscal years (60% cash, 40% equity). Maximum of 14.5 million common shares issued at the greater of $0.20 or a 25% discount to the 10-day VWAP.
  • EBITDA Bonus: Up to $2.0 million payable over two fiscal years (60% cash, 40% equity). Maximum of 4.0 million common shares issued at the greater of $0.20 or a 25% discount to the 10-day VWAP.
• Lock-Up Restrictions: Consideration shares are subject to quarterly releases (25% each) at 4, 6, 12, and 18 months post-closing.
• Financial Guidance (12 months from March 1, 2026):
  • Revenue: $28 million – $32 million.
  • Gross Margin: 43% – 46%.
  • Adjusted EBITDA: $2.1 million – $4.1 million.
• Insentra Historical Financials (Unaudited):
  • FY Ended June 30, 2024: Revenue $28.4 million, Gross Margin $8.9 million, Earnings Before Taxes ($82,000).
  • Trailing 12 Months Ended June 30, 2025: Revenue $24.5 million, Gross Margin $7.7 million, Adjusted EBITDA ($1.36 million).
• Regulatory: Final approval received from TSX Venture Exchange prior to closing; transaction is arm's-length with no finders' fees.

Notable Quotes

• Doug Childress, CEO of Turnium: "The Insentra acquisition is complementary to our growth strategy and our technology-as-a-service offering, which management expects could potentially more than triple the size of our business... Both Turnium and Insentra sell to end customers through a channel-led business model, which, combined, will deliver over 280 worldwide partners."
• Ronnie Altit, CEO of Insentra: "This transaction enhances the opportunities available to our partners and their clients by providing access to a broader suite of innovative services, while enabling our team to continue doing what we do best: remaining 100-per-cent channel only and helping our partners grow."